Terms & Conditions of Service

01[Foundation] Agreement & Acceptance

IMPORTANT — READ BEFORE USING ADOPTIV

By registering an account, clicking "Get Started," initiating a free trial, accessing any Adoptiv dashboard, using any API endpoint, or allowing any automated agent or bot to accept these Terms on your behalf, you (and the entity you represent) agree to be legally bound by this Agreement. If you do not agree to all terms, you must not use the Service.

These Terms of Service (the "Agreement" or "Terms") constitute a binding legal contract between Adoptiv, Inc. ("Adoptiv," "we," "us," or "our"), a company incorporated in the State of Delaware, United States of America, and you ("Customer," "User," "you," or "your") — the individual or legal entity accessing or using Adoptiv's Communications Platform as a Service.

This Agreement incorporates by reference all Adoptiv policies and addenda, including the Privacy Policy, Cookie Policy, GDPR Addendum, Data Processing Agreement (DPA), Acceptable Use Policy (AUP), Service Level Agreement (SLA), and any Order Form or Statement of Work executed between the parties. In the event of a conflict, the Order Form or Master Services Agreement takes precedence over these Terms, followed by the DPA, then these Terms.

Acceptance by Automated Agents

If you deploy a bot, script, AI agent, or automated process to access Adoptiv's APIs or services on your behalf, you represent and warrant that such agent has been authorized by a human with appropriate authority to accept these Terms, and that the legal obligation falls on you as the authorizing party — not on the automated agent itself.

Authority to Bind

If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you lack such authority, you may not use the Service.

02[Defined Terms] Definitions

03[Access] Eligibility & Account Registration

Eligibility

You must be at least 18 years of age and have the legal capacity to enter into contracts in your jurisdiction to use the Platform. The Platform is designed for business use — it is not intended for personal, household, or consumer use. By registering, you represent that you are using Adoptiv for legitimate commercial or organizational purposes.

Registration Requirements

• You must provide accurate, complete, and current information during registration, including a valid business email address and company details.
• You are responsible for maintaining the accuracy of your registration information and for promptly updating it if it changes.
• You must designate at least one Account Administrator ("Admin") who has full authority over your account, Users, and subscription management.
• You are responsible for all activity that occurs under your account, including activity by Users, authorized third parties, and any API integrations you deploy.

Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You must immediately notify Adoptiv at [email protected] of any unauthorized access or use of your account. Adoptiv will not be liable for any loss or damage arising from your failure to secure your credentials. You may not share account credentials across multiple individuals — each User must have their own unique login.

User Provisioning

Your Admin controls the creation, modification, and removal of User accounts within your Subscription. You are responsible for ensuring all Users comply with these Terms. You must promptly remove access for any User who no longer has a legitimate need (e.g., upon termination of employment or contractor relationship).

04[Plans] Subscription Plans & Free Trial

Plan features, seat counts, usage limits, free trial eligibility, renewal terms, and any promotional or negotiated pricing are set out in your Order Form (including online checkout) and on the Adoptiv pricing page. If this Section does not address a plan-specific point, those documents control.

See adoptiv.com/pricing for current public plans, and refer to your executed Order Form for any custom or Enterprise terms.

05[Payments] Billing, Fees & Payment

Fees & Billing Cycle

Subscription fees are billed in advance on a monthly or annual basis as selected at the time of purchase. All fees are stated in United States Dollars (USD) unless otherwise specified in an Order Form. Annual plans may be subject to volume discounts as negotiated with your Account Manager.

Payment Methods

Adoptiv accepts major credit cards (Visa, Mastercard, American Express, Discover), ACH/bank transfer (for annual plans over $1,000/year), and wire transfer (for Enterprise plans). Payment processing is handled by Stripe and PayPal, which maintain their own PCI-DSS compliance. Adoptiv does not store raw payment card data on its systems.

Non-Refund Policy

REFUND POLICY

All fees paid are non-refundable, except as follows: (a) if Adoptiv terminates your account without cause during a paid subscription term, you are entitled to a prorated refund for the unused portion of the current billing period; (b) if a billing error occurred attributable to Adoptiv, the erroneous charge will be credited or refunded within 14 business days of verification; (c) annual plan purchasers who cancel within 7 days of initial purchase may request a full refund. Free trial periods are not subject to refund claims.

Late Payments & Suspension

Invoices not paid within ten (10) days of the due date will incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. Accounts with overdue balances exceeding 15 days may be suspended without further notice. Adoptiv will provide at least three (3) email notices before suspension. Full access is restored within one (1) business day of payment clearing.

Taxes

All fees are exclusive of applicable taxes, levies, or duties (including VAT, GST, sales tax, or telecommunications surcharges). You are responsible for paying all such taxes. If Adoptiv is required to collect taxes on your behalf, these will be added to your invoice. Customers with valid tax-exempt status must provide current exemption certificates to [email protected] before invoicing begins.

Price Changes

Adoptiv may revise Subscription pricing with at least thirty (30) days' prior written notice. Price changes will not apply to the current billing period in which notice is given and will take effect at the start of your next billing cycle. If you object to a price change, your sole remedy is to cancel your Subscription before the change takes effect.

06[Telephony] Telephony Services

Adoptiv's Telephony Services include outbound and inbound calling, SMS, Predictive Dialing, IVR (Interactive Voice Response), call queuing, call recording, CPNI-regulated services, BYOV (Bring Your Own Voice carrier), and AI-assisted call features. These services are provided subject to the following specific terms.

TCPA & DNC Compliance Obligations

CUSTOMER RESPONSIBILITY — TCPA

You are solely responsible for ensuring all outbound calling, SMS, and dialing campaigns comply with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, all FCC regulations, applicable state telemarketing laws (including Florida's FTSA, Washington's CEMA, and similar statutes), and the FTC's Telemarketing Sales Rule. Adoptiv provides Federal DNC scrubbing, state DNC scrubbing, and litigator detection tools as features — but the legal obligation to maintain TCPA compliance remains exclusively with you. Adoptiv's compliance tools do not constitute legal advice and do not transfer your TCPA obligations to Adoptiv.

• You must obtain and document prior express written consent from all contacts before initiating autodialed or prerecorded calls or text messages to mobile numbers.
• You must maintain and honor internal Do-Not-Call lists and honor all opt-out requests within the timeframes required by law.
• You must not use Adoptiv's Predictive Dialer to contact numbers on the Federal DNC Registry without having an Established Business Relationship (EBR) or valid written consent.
• You must respect calling hours restrictions: no calls before 8:00 AM or after 9:00 PM in the called party's local time zone (as required by TCPA), unless a specific exemption applies.
• You must not suppress or spoof Caller ID in violation of the Truth in Caller ID Act.

Call Recording

Adoptiv provides full call recording capabilities. You are responsible for complying with all applicable call recording consent laws, which vary by jurisdiction. In "two-party consent" states (including California, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington), you must obtain consent from all parties to a call before recording. Adoptiv's platform provides configurable consent notification playback and recording disclosure messages as tools — your legal obligation to obtain consent is not fulfilled by the tool alone; you must configure it appropriately and maintain records of consent.

CPNI — Customer Proprietary Network Information

CPNI is protected under 47 U.S.C. § 222. Adoptiv uses CPNI to provision and operate your Telephony Services, to protect the security of your account, and — only with your prior opt-in approval — to offer you additional Adoptiv services. Adoptiv does not sell CPNI to third parties. You may opt out of marketing use of CPNI at any time by contacting [email protected]. Adoptiv maintains CPNI compliance records as required by FCC regulations.

BYOV — Bring Your Own Voice Carrier

Enterprise customers may connect their own SIP trunking provider or telecommunications carrier to the Platform ("BYOV"). BYOV connectivity is subject to a separate BYOV Configuration Agreement. Adoptiv is not responsible for service quality, latency, call completion rates, or compliance defects attributable to your chosen carrier. You are solely responsible for ensuring your carrier is properly licensed and that your BYOV configuration does not violate any telecommunications regulations.

Emergency Services (E911)

CRITICAL — EMERGENCY SERVICES LIMITATION

Adoptiv's Telephony Services are NOT a replacement for traditional landline telephone service. Adoptiv's VoIP services may have limitations in reaching emergency services (E911). You must maintain access to a traditional telephone service or mobile phone capable of reaching emergency services. Do not rely on Adoptiv's Telephony Services as your sole means of contacting emergency services. By using Adoptiv's Telephony Services, you acknowledge and accept this limitation.

SMS & Messaging Compliance

All SMS campaigns must comply with CTIA Messaging Principles and Best Practices, the Cellular Telecommunications Industry Association guidelines, and applicable carrier codes of conduct. You must obtain explicit opt-in from all SMS recipients, provide clear opt-out instructions in every message (e.g., "Reply STOP to unsubscribe"), and honor all opt-out requests within 24 hours. SMS shortcode usage is subject to carrier approval and Adoptiv's Messaging Acceptable Use Policy.

07[AI Governance] AI Assistance Features

AI GOVERNANCE PRINCIPLES — ADOPTIV'S COMMITMENT

Adoptiv's AI features are built on four principles: Transparency (you always know when AI is active), Data Boundaries (your data is never used to train third-party AI models), Human Control (every AI output requires or enables human review), and Privacy-by-Design (AI operates within the same data residency and compliance framework as all other services).

AI Feature Inventory & Data Usage

No AI Model Training on Customer Data

Adoptiv does not use your Customer Data — including call recordings, transcripts, CRM records, emails, or any AI inputs or outputs — to train, fine-tune, or improve any AI model, whether Adoptiv's proprietary models or any third-party AI provider's models. This is an absolute prohibition. Your data is used solely to deliver the AI features you have enabled.

AI Output Accuracy Disclaimer

AI ACCURACY — IMPORTANT DISCLAIMER

AI Outputs are generated probabilistically and may contain errors, inaccuracies, or hallucinations. Adoptiv provides AI features as productivity tools, not as authoritative sources of fact, legal advice, medical guidance, or financial recommendations. You are solely responsible for independently verifying any AI Output before relying on it for business decisions, customer communications, or compliance determinations. Adoptiv's AI features include visual indicators in the dashboard to identify AI-generated content at all times.

GDPR Article 22 — Automated Decision-Making

Where Adoptiv's AI features produce outputs that constitute automated individual decision-making with significant legal or similarly significant effects on individuals (e.g., AI-driven contact scoring used to exclude contacts from communications), Adoptiv provides mechanisms to: (a) notify affected individuals, (b) enable human review of AI decisions upon request, and (c) allow you to contest or override AI decisions. As the data controller, you are responsible for implementing these mechanisms within your operations.

GDPR Extended Compliance

Adoptiv's data processing practices comply with GDPR's extraterritorial obligations (Article 3(2)), meaning this Agreement applies to the processing of personal data of EU and UK residents regardless of where Adoptiv or the Customer is located. As the Data Processor, Adoptiv processes Customer Data solely on the Customer's documented instructions and upholds all eight GDPR data subject rights — including the rights of access, rectification, erasure, restriction, portability, and objection — through controls available in the Platform Settings and Privacy Center. All personal data is protected by AES-256 encryption at rest and TLS 1.3 in transit, with logical schema-per-tenant isolation ensuring data separation. In the event of a confirmed personal data breach, Adoptiv will notify the Customer within 72 hours of confirmation, consistent with GDPR Article 33, enabling the Customer to meet its own supervisory authority notification obligations. Adoptiv imposes an absolute prohibition on using Customer Data — including call recordings, transcripts, CRM records, and AI inputs or outputs — to train or improve any AI model. For EU and UK customers, the Data Processing Agreement (DPA), Standard Contractual Clauses (SCCs), and UK International Data Transfer Addendum (IDTA) are automatically incorporated into this Agreement upon acceptance. Customers subject to the EU Digital Operational Resilience Act (DORA) may request a dedicated DORA Addendum by contacting [email protected]. EU and UK data subjects retain the right to lodge a complaint with their local supervisory authority at any time, irrespective of the governing law provisions of this Agreement.

AI Feature Opt-In & Opt-Out

AI features are organized into feature modules. Account Admins can enable or disable individual AI modules at any time from the Platform Settings panel. Disabling an AI feature does not delete existing AI-generated data unless you separately request data deletion through the Privacy Center or by contacting [email protected].

08[CRM Services] CRM & Data Services

Adoptiv's CRM includes Accounts, Contacts, Deals & Pipeline (Kanban), Quotes, Products, Activities, Workflows, Dashboards, Wallboards, Custom Fields, and Call & Activity Auto-Logging. The following terms govern your use of these features.

Auto-Logging

All calls, SMS messages, emails connected through integrated accounts, and activities performed within the Platform are automatically logged to the relevant CRM records. Auto-logged data may be edited, corrected, or deleted by Users with appropriate role permissions. You remain responsible for the accuracy and completeness of your CRM data.

Data Import & Bulk Operations

Adoptiv supports bulk import of contact and deal records (millions of records). You represent that all data imported into Adoptiv was collected lawfully, that you have the right to process it, and that its import does not violate any third party's rights or any applicable law. Adoptiv is not responsible for the legal compliance of data you import.

Data Retention

During your active Subscription, your Customer Data is retained indefinitely unless you delete it. Upon termination or expiration of your Subscription, Adoptiv will retain your Customer Data in a read-only, non-accessible archive state for thirty (30) calendar days ("Retrieval Period"), during which you may export your data in standard formats (CSV, JSON). After the Retrieval Period, your data will be permanently and irreversibly deleted. You are responsible for exporting your data before the Retrieval Period expires.

Custom Fields & Pipelines

Adoptiv offers truly unlimited custom fields and unlimited sales pipelines. All custom fields and pipeline configurations are your intellectual property — they constitute Customer Data and are subject to the data rights provisions of this Agreement.

09[Rules of Use] Acceptable Use Policy

By using Adoptiv, you agree not to, and not to permit your Users to, engage in any of the following prohibited activities. Violations may result in immediate account suspension or termination without notice or refund.

Prohibited Conduct — Telephony & Messaging

• Making calls or sending messages to contacts who have requested to be on a Do-Not-Call or Do-Not-Contact list, in violation of TCPA, GDPR, or applicable law.
• Using the Predictive Dialer to deliver prerecorded messages to residential lines without prior express written consent.
• Spoofing Caller ID, impersonating government agencies, financial institutions, or any organization you are not authorized to represent.
• Conducting high-volume robocalling campaigns targeting consumers in violation of any applicable telemarketing regulation.
• Using SMS for unsolicited bulk messaging ("spam"), phishing, smishing, or any deceptive messaging campaign.
• Using the Platform to contact numbers for which you do not hold appropriate consent documentation.

Prohibited Conduct — Platform Integrity

• Attempting to gain unauthorized access to any Adoptiv system, other customers' accounts, or any network connected to the Platform.
• Introducing malware, viruses, Trojan horses, ransomware, or any other malicious code into the Platform or its connected systems.
• Using the Platform to conduct penetration testing, vulnerability scanning, or security research on Adoptiv's infrastructure without prior written authorization.
• Interfering with, degrading, or disrupting the integrity, performance, or availability of the Platform for other customers.
• Circumventing any usage limits, rate limits, or technical controls implemented by Adoptiv.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code from the Platform.
• Reselling, sublicensing, or otherwise commercializing access to the Platform without a White-Label or Reseller Agreement.

Prohibited Content

• Processing data relating to illegal activities, weapons, controlled substances (unless legally authorized), child exploitation, terrorism, or human trafficking.
• Conducting fraudulent activities, including financial fraud, identity theft, or insurance fraud campaigns.
• Discriminatory practices in violation of the Fair Housing Act, Equal Credit Opportunity Act, or similar laws.
• Using AI Voice Agents to impersonate humans without disclosure when required by law (e.g., California AB 2905 compliance — Adoptiv's AI Voice Agents must disclose they are AI-powered upon request).

AUP Enforcement

Adoptiv may investigate suspected AUP violations. Upon confirmation of a material violation, Adoptiv may: (a) suspend the offending service or feature, (b) suspend the entire account, or (c) terminate the Agreement immediately. For first-time minor violations, Adoptiv will generally provide written notice and a cure period of three (3) to five (5) business days, at Adoptiv's discretion. Repeated or severe violations will result in immediate termination without a cure period.

10[Ownership] Intellectual Property

Adoptiv's Intellectual Property

Adoptiv and its licensors own all right, title, and interest in and to the Platform, including all software, algorithms, AI models, machine learning training data developed by Adoptiv, user interfaces, trademarks, service marks, trade names, logos, documentation, APIs, system architecture, and all improvements, modifications, and derivative works thereof. This Agreement grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your internal business purposes during your active Subscription term.

Customer Data Ownership

You retain all rights, title, and ownership in and to your Customer Data. You grant Adoptiv a limited, non-exclusive, worldwide, royalty-free license to use, store, process, transmit, copy, and display your Customer Data solely as necessary to provide the Platform services to you under this Agreement. This license terminates upon expiration of the post-termination Retrieval Period.

AI Output Ownership

AI Outputs generated from your Customer Data using Adoptiv's AI features are owned by you — not by Adoptiv. Adoptiv does not claim any ownership interest in AI Outputs derived from your data. However, as noted in Section 7, Adoptiv makes no warranty as to the accuracy, completeness, or fitness of AI Outputs for any particular purpose.

Feedback License

If you submit Feedback to Adoptiv (e.g., feature requests, bug reports, product suggestions) through any channel, you grant Adoptiv a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback in the Platform or other Adoptiv products without any obligation to compensate you or attribute the Feedback to you. This grant does not limit your ability to use the same ideas in other contexts.

Usage for Marketing

Adoptiv may identify you as a customer and display your company name and logo in customer lists, case studies, press releases, marketing materials, and the Adoptiv website. If you wish to opt out of this use, please notify [email protected] and we will promptly remove your identification from future materials.

11[Data & Privacy] Customer Data & Privacy

Your use of the Platform involves the processing of personal data. This Section summarizes the key data governance framework. The full details are set forth in the Adoptiv Privacy Policy and the Data Processing Agreement (DPA), which are incorporated into this Agreement by reference.

Data Controller / Data Processor Relationship

For the personal data of your contacts, leads, customers, and employees that you upload, store, or process within the CRM and Telephony features: you are the Data Controller and Adoptiv is the Data Processor, as defined under GDPR Article 4. Adoptiv processes such data only on your documented instructions. For data Adoptiv collects about you and your Users for account management and billing, Adoptiv is the Data Controller.

Data Processing Agreement

All customers whose use of Adoptiv involves personal data subject to GDPR, CCPA/CPRA, or other applicable data protection law must enter into Adoptiv's Data Processing Agreement (DPA). The DPA is made available at adoptiv.com/gdpr. By accepting these Terms, EU and UK customers automatically enter into the DPA, which includes Standard Contractual Clauses (SCCs) for cross-border transfers and the UK International Data Transfer Addendum (IDTA).

Data Residency

Adoptiv offers data residency selection as a configurable account feature. Available regions include US (Virginia), EU (Germany), and additional regions upon request for Enterprise customers. EU customers' data processed in the EU region is not transferred outside the EEA except under valid transfer mechanisms (SCCs, Adequacy Decisions, or EU-US Data Privacy Framework). You may select or change your data residency region in Account Settings.

Compliance with Privacy Laws

GDPR (EU/UK) | CCPA / CPRA | Swiss-US DPF | TCPA | CAN-SPAM | Colorado CPA | Virginia CDPA | Texas TDPSA

Subprocessors

Adoptiv uses third-party subprocessors to deliver certain Platform features (e.g., cloud hosting, telephony infrastructure, payment processing, email delivery). A current list of Adoptiv's subprocessors is maintained at adoptiv.com/security. Adoptiv will provide at least 30 days' advance notice of material subprocessor changes. If you object to a new subprocessor on reasonable data protection grounds, you may terminate the affected service without penalty.

12[Ecosystem] Integrations & Third Parties

Adoptiv integrates with 50+ third-party applications, including: Salesforce, HubSpot, Pipedrive, Close.com, Slack, Microsoft Teams, Zoom, Google Meet, Zapier, Make, Stripe, Zendesk.

Third-Party Integration Terms

Third-party integrations are provided as a convenience. When you connect a third-party service to Adoptiv, you authorize Adoptiv to exchange data between the services as necessary to operate the integration. Each third-party service is governed by its own terms of service and privacy policy — Adoptiv is not responsible for the practices, availability, accuracy, or legal compliance of third-party services. You should review the terms of each integration before enabling it.

Connected Account Data

When you connect external accounts (e.g., Gmail, Outlook, Exchange), Adoptiv stores copies of synced data (emails, calendar entries, contact data) to enable features like AI email parsing and auto-logging. This synced data is treated as Customer Data under this Agreement. If you disconnect an integration, Adoptiv will cease syncing new data but may retain previously synced data in accordance with your data retention configuration and our DPA obligations. You may request deletion of connected account data at any time.

API Access

API access is governed by Adoptiv's API Terms, available in the Developer Documentation at adoptiv.com/docs/api. API rate limits vary by plan (Limited for Starter, Professional; Unlimited for Enterprise). You may not use the API to build a competing product, to scrape the Platform, or to exceed rate limits in ways that degrade service for other customers.

13[Security] Security & Compliance Certifications

Certifications: GDPR Compliant | TCPA Compliant | AES-256 Encrypted

Adoptiv's Security Obligations

• AES-256 encryption for all data at rest; TLS 1.3 for all data in transit.
• Multi-Factor Authentication (MFA) available and configurable for all accounts.
• Role-Based Access Control (RBAC) with granular permission levels.
• SSO/SAML 2.0 support (Okta, OneLogin, Ping) and OAuth 2.0 (Google Workspace, Microsoft Entra ID) for Enterprise plans.
• IP whitelisting for Enterprise accounts.
• Regular third-party penetration testing and annual security audits.
• Schema-per-tenant data isolation — your data is logically and physically isolated from other customers' data.
• Automated daily backups with point-in-time recovery.

Security Incident Notification

In the event of a confirmed security incident involving your Customer Data, Adoptiv will notify you within 72 hours of confirmation (consistent with GDPR Article 33 requirements).

Your Security Responsibilities

You are responsible for the security of your account credentials, your Users' devices and access, your API keys and integration credentials, and any security configurations you manage (e.g., IP whitelisting rules, MFA enforcement policy). Adoptiv's security obligations do not extend to security failures caused by your misconfigurations, compromised credentials, or failure to apply Adoptiv's recommended security settings.

14[Reliability] Uptime, SLA & Service Credits

ADOPTIV UPTIME COMMITMENT

Adoptiv commits to a 99.9% monthly uptime SLA for all paid Subscription plans. Enterprise customers may negotiate enhanced SLA terms (up to 99.95%) in their Order Form or MSA.

Uptime Calculation

Monthly Uptime Percentage is calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100. "Downtime" means the Platform is completely unavailable or functionally unusable — not degraded performance. Excluded from Downtime calculation: scheduled maintenance (with at least 48 hours' notice), incidents caused by customer actions or third-party services outside Adoptiv's control, force majeure events, and trial period usage.

Service Credits

Credit Request Process

To claim a Service Credit, you must submit a written request to [email protected] within fifteen (15) days after the end of the month in which the incident occurred. Credits will be applied to your next invoice. Credits are your sole and exclusive remedy for uptime failures — you are not entitled to a refund, and credits are not transferable or redeemable for cash.

Scheduled Maintenance

Adoptiv performs scheduled maintenance during low-traffic windows (typically weekdays 02:00–04:00 UTC). Advance notice of at least 48 hours will be provided via the Adoptiv status page at status.adoptiv.com and by email notification to Account Admins. Emergency maintenance may be performed with shorter notice when necessary to protect platform security or integrity.

15[Warranties] Warranties & Disclaimers

Adoptiv's Limited Warranties

Adoptiv warrants that: (a) the Platform will perform materially as described in the documentation during your active Subscription term; (b) Adoptiv will not knowingly introduce malware into the Platform; and (c) Adoptiv has the right to grant the licenses under this Agreement.

Disclaimer of Other Warranties

WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ADOPTIV EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ADOPTIV DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOUR USE OF AI FEATURES IS AT YOUR OWN RISK.

16[Liability] Limitation of Liability

LIMITATION OF LIABILITY — READ CAREFULLY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADOPTIV, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — EVEN IF ADOPTIV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Liability Cap

Adoptiv's total aggregate liability to you for all claims arising out of or relating to this Agreement or your use of the Platform shall not exceed the greater of: (a) the total amount you actually paid to Adoptiv in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars (USD $100). This limitation applies regardless of the theory of liability — whether in contract, tort, negligence, strict liability, or otherwise.

Exceptions

The limitations in this Section do not apply to: (a) your obligation to pay fees owed; (b) either party's indemnification obligations under Section 17; (c) claims arising from a party's gross negligence, willful misconduct, or fraud; or (d) liability that cannot be limited under applicable law.

17[Protection] Indemnification

Customer Indemnification of Adoptiv

You agree to defend, indemnify, and hold harmless Adoptiv, its officers, directors, employees, agents, and affiliates from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your violation of these Terms or the AUP; (b) your violation of any applicable law, including TCPA, GDPR, CCPA, CAN-SPAM, or any telemarketing regulation; (c) your Customer Data, including any claim that your Customer Data infringes any third party's intellectual property rights or violates any privacy right; (d) your use of AI features in connection with automated decision-making that causes harm to a third party; (e) your integration of third-party services; or (f) your unauthorized use of the Platform beyond the scope of your Subscription license.

Adoptiv Indemnification of Customer

Adoptiv agrees to defend, indemnify, and hold harmless you from and against any third-party claims alleging that the Platform, as provided by Adoptiv and used in accordance with this Agreement, infringes any valid patent, copyright, trademark, or trade secret. Adoptiv's indemnification obligations do not apply to claims arising from: (a) your modification of the Platform; (b) use of the Platform in combination with non-Adoptiv products; (c) your Customer Data; or (d) use of the Platform after Adoptiv has provided a modified version to avoid the infringement.

Indemnification Process

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) provide the indemnifying party with sole control of the defense and settlement; and (c) provide reasonable cooperation and assistance. The indemnifying party may not settle any claim that imposes liability or obligations on the indemnified party without prior written consent.

18[Duration] Term & Termination

Term

This Agreement begins on the date you first access the Platform (including during a free trial) and continues until your Subscription expires or is terminated. Monthly Subscriptions auto-renew on the monthly anniversary of your subscription start date. Annual Subscriptions auto-renew on the annual anniversary unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date.

Termination for Convenience

You may cancel your Subscription at any time through your Account Settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing period. You will retain access to the Platform until the end of the paid period. No prorated refunds are issued for cancellations (see Section 5 for refund exceptions).

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy, receivership, or liquidation proceedings; or (c) engages in material AUP violations as described in Section 9 that cannot reasonably be cured.

Effect of Termination

• All licenses granted to you under this Agreement immediately terminate.
• You must immediately cease all use of the Platform and destroy any copies of Adoptiv materials in your possession.
• Your Customer Data enters the 30-day Retrieval Period (see Section 8).
• Surviving provisions include: Sections 5 (payment obligations accrued), 10 (IP), 11 (data provisions during Retrieval Period), 15, 16, 17, 20, 21, and 24.
• Adoptiv may retain anonymized, aggregated, de-identified usage data after termination for internal analytics purposes.

Force Majeure

Neither party will be liable for failure or delay in performing its obligations under this Agreement (except payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemic, government actions, internet infrastructure failures, or third-party carrier outages. The affected party must notify the other in writing within 48 hours of the force majeure event and use reasonable efforts to resume performance as soon as practicable.

19[Updates] Modifications to Terms

Adoptiv may modify these Terms at any time. The nature of the modification determines the notice period:

If you object to a material modification, your sole remedy is to cancel your Subscription before the modification takes effect. Continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms.

20[Legal Dispute] Dispute Resolution & Arbitration Agreement

BINDING INDIVIDUAL ARBITRATION — ACTION REQUIRED

By using Adoptiv's services, you agree that any legal dispute between you and Adoptiv will be resolved through binding, individual arbitration rather than in a court of law. This agreement significantly affects your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims.

01. Binding Arbitration

All disputes, claims, or controversies arising out of or relating to these Terms or the use of Adoptiv's services—including the determination of the scope or applicability of this agreement to arbitrate—shall be determined by binding arbitration. This process is private and typically more informal than a court proceeding.

02. Class Action and Jury Trial Waiver

You and Adoptiv agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis:

• No Class Actions: You may not seek to have any dispute heard as a class action, representative action, or private attorney general action.
• No Jury Trials: Both parties waive the right to a trial by jury for all arbitrable disputes.

03. Right to Opt-Out

New users have the right to opt out of this Arbitration Agreement. To opt out, you must send a clear written notice of your decision to [email protected] within thirty (30) days of first accepting these terms. Your notice must include your full name and the email address associated with your Adoptiv account.

04. Security Incident Response (CERN Protocol)

In the event of a dispute involving a data security breach or unauthorized access, Adoptiv adheres to the CERN framework to manage the incident:

05. Governing Law and Jurisdiction (India)

This Arbitration Agreement is governed by the Arbitration and Conciliation Act, 1996 (including any statutory modifications or re-enactments thereof).

21[Governing Law] Governing Law & Jurisdiction

GDPR Supervisory Authority

EU and UK data subjects retain the right to lodge a complaint with their local data protection supervisory authority regardless of the governing law clause above.

22[Enterprise] Enterprise & Reseller Terms

White-Label & Reseller Program

Qualified Enterprise customers may resell or deploy the Platform under their own brand ("White-Label") or resell Subscriptions to end customers ("Reseller") pursuant to a separate White-Label Agreement or Reseller Agreement executed between the parties. In such cases, the White-Label or Reseller Agreement takes precedence over these Terms for the subject matter it covers. Resellers are solely responsible for ensuring their end customers comply with these Terms and all applicable laws.

Master Services Agreement (MSA)

Enterprise customers may execute a Master Services Agreement with Adoptiv that supplements or supersedes portions of these Terms. Where an MSA exists, the MSA controls. All other provisions of these Terms not addressed in the MSA remain in full force.

DORA Compliance (EU Financial Entities)

For customers subject to the EU Digital Operational Resilience Act (DORA) (Regulation (EU) 2022/2554), Adoptiv offers a DORA Addendum upon request. The DORA Addendum includes provisions for ICT risk management, incident reporting, resilience testing, and subcontractor oversight as required under DORA. Contact [email protected] to request the DORA Addendum.

Government & Public Sector

Use of the Platform by U.S. federal, state, or local government entities may be subject to additional terms. Government entities should contact [email protected] before initiating a Subscription. Adoptiv does not accept terms and conditions established unilaterally by government entities without prior written agreement.

23[Carrier] BYOV & Carrier Provisions

For Enterprise customers using Bring Your Own Voice (BYOV) connectivity:

• You are solely responsible for ensuring your SIP trunk provider or telecommunications carrier is duly licensed in all jurisdictions where calls are originated or terminated.
• Adoptiv does not warrant quality of service (QoS), call completion rates, or latency for BYOV configurations — these are determined by your carrier's network performance.
• BYOV customers acknowledge that Adoptiv's 99.9% SLA applies to Platform availability only — not to call quality or connectivity issues attributable to the carrier network.
• You must maintain all required registrations and authorizations with NANPA (North American Numbering Plan Administration), Ofcom (UK), ARCEP (France), BNetzA (Germany), or other relevant telecommunications regulatory bodies for numbers you bring into the Platform.
• STIR/SHAKEN attestation for BYOV calls is the responsibility of the originating carrier. Adoptiv passes through the attestation level provided by your carrier.
• You must ensure BYOV configuration does not violate any interconnection agreements, carrier contracts, or numbering regulations.

24[Miscellaneous] General Provisions

25[Contact] Contact Information

For questions, notices, or requests related to these Terms, please use the appropriate contact below:

Website: adoptiv.com

© 2026 Adoptiv, Inc. All rights reserved. · These Terms were last updated April 1, 2026.